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INDIA LIMITEDAGM2025-08-2811:00 AM1:55 PMScrutinizer DetailsS Basu and AssociatesCS143472025-02-272025-08-282025-08-21240939600124318OrdinaryfalseTo receive,consider and adopt: a. The Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2025,including the Audited Balance Sheet as on March 31, 2025,and the Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors,Statutory Auditor and Comptroller and Auditor General of India thereon. b.The Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2025,including the Audited Balance Sheet as on March 31, 2025 and the Statement of Profit & Loss for the year ended on that date and the Reports of Statutory Auditor and Comptroller and Auditor General of India thereon. true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177129007093.7579158932120118196886989.726810.27321889216890177129007093.7579158932120118196886989.726810.273238277549915787770.412515425483622997.70522.294838277549915787770.412515425483622997.70522.29486162728327566360478591.9009548159968718200509896.78643.2136OrdinaryfalseTo confirm 1st and 2nd Interim dividend paid @ Rs 15.75/-per share (157.50%)and Rs 5.60/- per share(56.00%) respectively on equity shares for the financial year 2024-25 and to declare the final dividend @ Rs. 5.15/-per share (51.50%)on equity shares for the financial year 2024-25.true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177331310293.8651773313102010001889216890177331310293.86517733131020100038277549915754580.411615435403191897.9742.02638277549915754580.411615435403191897.9742.0266162728327566562449891.933756655925803191899.99940.0006OrdinaryfalseTo appoint a director in place of Dr. Vinay Ranjan [DIN- 03636743], Director(HR) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and Article 39(j) of Articles of Association of the Company and being eligible, offers himself for reappointment.true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890176350523193.3458124238929252111593970.4529.551889216890176350523193.3458124238929252111593970.4529.5538277549915728080.410915053626744695.71174.288338277549915728080.410915053626744695.71174.28836162728327565581397791.7745513463059252118338590.7859.215OrdinaryfalseTo authorize Board of Directors to fix the remuneration of the Statutory Auditors for FY 2025-26 as appointed by Comptroller and Auditor General of India (C&AG)true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177329473193.86417491620462413268598.63911.36091889216890177329473193.86417491620462413268598.63911.360938277549915743510.411315294284492397.14662.853438277549915743510.411315294284492397.14662.85346162728327566560502091.933456414274122417760899.57330.4267OrdinaryfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any other statutory modification(s) or re-enactment thereof for the time being in force) the remuneration of Rs. 5,00,000/-, out of pocket expenditures at actuals restricted to 50% of Audit fees and applicable taxes as set out in the explanatory statement to this Resolution and payable to M/s. Bandyopadhyaya Bhaumik & Co Cost Auditor (Registration Number-000041) who were appointed as Cost Auditor by the Board of Directors of the Company to conduct the audit of the cost records of CIL (Standalone)for the FY 2025-26 be and is hereby ratified.” “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177325446393.86191773254463010001889216890177325446393.861917732544630100038277549915700950.410215181865190996.69393.306138277549915700950.410215181865190996.69393.30616162728327566556049691.932756655085875190999.99910.0009OrdinaryfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Circulars issued thereunder from time to time and Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Act”), M/s T Chatterjee & Associates, Practising Company Secretaries (Firm Registration Number P2007WB067100) be and is hereby appointed as Secretarial Auditor of the Company for one term of 5 consecutive years, from April 1, 2025 to March 31, 2030 (‘the Term’), on such terms & conditions, including remuneration as may be determined by the Board of Directors (hereinafter referred to as the ‘Board’ which expression shall include any Committee thereof or person(s) authorized by the Board). RESOLVED FURTHER THAT approval of the Members is hereby accorded to the Board to avail or obtain from the Secretarial Auditor, such other services or certificates or reports which the Secretarial Auditor may be eligible to provide or issue under the applicable laws at a remuneration to be determined by the Board. “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177329473193.86417567637831653094899.06780.93221889216890177329473193.86417567637831653094899.06780.932238277549915687990.409815177705102996.74733.252738277549915687990.409815177705102996.74733.25276162728327566559946891.933356490174911658197799.70730.2927OrdinaryfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and provisions of any other guidelines issued by relevant authorities, Smt. Rupinder Brar (DIN-08584254),who was appointed by the Board of Directors as an Additional Director of the Company with effect from 1st January’ 2025 and who holds office upto the date of this Annual General Meeting in terms of Section 161(1) of Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013 proposing her candidature for the office of the Director, be and is hereby appointed as an Official Part time Director of the Company w.e.f. 1st January’ 2025 and until further orders, in terms of Ministry of Coal letter No. 21/3/2011-BA/Estt- dated 1st Jan’ 25. She is liable to retire by rotation.” “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177305047993.8511104569499172735548858.977241.02281889216890177305047993.8511104569499172735548858.977241.022838277549915701490.410215082296192096.05643.943638277549915701490.410215082296192096.05643.94366162728327566535656691.9294493793915872741740887.160312.8397OrdinaryfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and provisions of any other guidelines issued by relevant authorities, Shri Achyut Ghatak [DIN: 08923591], who was appointed by the Board of Directors as an Additional Director of the Company with effect from 23rd January’ 2025 and who holds office upto the date of this Annual General Meeting in terms of Section 161(1) of Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of the Director, be and is hereby appointed as a Wholetime Director to function as Director(Technical), CIL of the Company w.e.f 23rd January’ 2025 and until further orders, in terms of Ministry of Coal letter No. 21/23/2023- ESTABLISHMENT-(B) dated 23rd Januray’ 2025. He is liable to retire by rotation.” “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177325446393.8619117910467959414978466.493833.50621889216890177325446393.8619117910467959414978466.493833.506238277549915699160.410115155145440296.53473.465338277549915699160.410115155145440296.53473.46536162728327566556031791.9327507135613159420418689.51210.488SpecialfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 as amended from time to time and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of any other guidelines issued by relevant authorities, Shri Bhojarajan Rajeshchander, [DIN: 02065422], who was appointed by the Board of Directors as an Additional Director in the capacity of an Independent Director with effect from 28th March, 2025 and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of Companies Act, 2013, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013, proposing his candidature for the office of the Director, be and is hereby appointed as an Independent Director for a period of one year with effect from 28th March, 2025 or until further orders, in terms of Ministry of Coal letter no. 21/21/2022-Estt dated 28th March’ 2025. He is not liable to retire by rotation. “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177317250293.8575132008049645309200674.447425.55261889216890177317250293.8575132008049645309200674.447425.552638277549915688520.409915127055614796.42113.578938277549915688520.409915127055614796.42113.57896162728327566547729291.9313521232913945314815392.00167.9984SpecialfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 as amended from time to time and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of any other guidelines issued by relevant authorities, Shri Punambhai Kalabhai Makwana, [DIN: 09385881], who was appointed by the Board of Directors as an Additional Director in the capacity of an Independent Director with effect from 28th March, 2025 and who holds office up to the date of this annual general meeting in terms of Section 161(1) of Companies Act, 2013, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013, proposing his candidature for the office of the Director, be and is hereby appointed as an Independent Director for a period of one year with effect from 28th March, 2025 or until further orders, in terms of Ministry of Coal letter no. 21/21/2022-Estt dated 28th March’ 2025. He is not liable to retire by rotation. “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177220443993.8063117856470159363973866.502833.49721889216890177220443993.8063117856470159363973866.502833.497238277549915668600.409315072065965496.19283.807238277549915668600.409315072065965496.19283.80726162728327566450723791.9156507080784559369939289.51910.481SpecialfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 as amended from time to time and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of any other guidelines issued by relevant authorities, Shri Kamesh Kant Acharya, [DIN: 09386642], who was appointed by the Board of Directors as an Additional Director in the capacity of an Independent Director with effect from 28th March, 2025 and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of Companies Act, 2013, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013, proposing his candidature for the office of the Director, be and is hereby appointed as an Independent Director for a period of one year with effect from 28th March, 2025 or until further orders, in terms of Ministry of Coal letter no. 21/21/2022-Estt dated 28th March’ 2025. He is not liable to retire by rotation. “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177220443993.8063122322402154898041869.022730.97731889216890177220443993.8063122322402154898041869.022730.977338277549915673530.409515068816047296.14183.858238277549915673530.409515068816047296.14183.85826162728327566450773091.9156511546684054904089090.30749.6926SpecialfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 as amended from time to time and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of any other guidelines issued by relevant authorities, Smt. Mamta Palariya [DIN-07749007], who was appointed by the Board of Directors as an Additional Director in the capacity of an Independent Director with effect from 28th March, 2025 and who holds office up to the date of this annual general meeting in terms of Section 161(1) of Companies Act, 2013, who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013, proposing her candidature for the office of the Director, be and is hereby appointed as an Independent Director for a period of one year with effect from 28th March, 2025 or until further orders, in terms of Ministry of Coal letter no. 21/21/2022-Estt dated 28th March’ 2025. She is not liable to retire by rotation. “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177220443993.8063139453411937767032078.689221.31081889216890177220443993.8063139453411937767032078.689221.310838277549915674730.409515084325904196.23343.766638277549915674730.409515084325904196.23343.76666162728327566450785091.9156528677848937772936193.33166.6684SpecialfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 as amended from time to time and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of any other guidelines issued by relevant authorities Shri Satyabrata Panda [DIN- 02736534], who was appointed by the Board of Directors as an Additional Director in the capacity of an Independent Director with effect from 30th April’ 2025 and who holds office up to the date of this Annual General Meeting in terms of Section 161(1) of Companies Act, 2013, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, as amended and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013, proposing his candidature for the office of the Director, be and is hereby appointed as an Independent Director for a period of one year with effect from 30th April’ 2025 or until further orders, in terms of Ministry of Coal letter no. 21/21/2022-Estt dated 30th April’ 2025. He is not liable to retire by rotation. “RESOLVED FURTHER THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890177218850693.8055139851997037366853678.914921.08511889216890177218850693.8055139851997037366853678.914921.085138277549915659490.409115080745787596.30423.695838277549915659490.409115080745787596.30423.69586162728327566449039391.9153529076398237372641193.40236.5977OrdinaryfalseTo consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and provisions of any other guidelines issued by relevant authorities, Shri Ashish Chatterjee (DIN-07688473),who was appointed by the Board of Directors as an Additional Director of the Company with effect from 24th July’ 2025 and who holds office upto the date of this Annual General Meeting in terms of Section 161(1) of Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of the Director, be and is hereby appointed as an Official Part time Director of the Company w.e.f. 24th July’ 2025 and until further orders, in terms of Ministry of Coal letter No. 21/3/2011-BA/ESTT (B)- dated 24th July’ 25. He is liable to retire by rotation.” “FURTHER RESOLVED THAT the Company Secretary be and is hereby authorized to file necessary forms with MCA as per applicable provisions of Companies Act, 2013 read with Rules thereunder.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890176234813093.2846103921937872312875258.967941.03211889216890176234813093.2846103921937872312875258.967941.032138277549915663260.409215073835894396.23693.763138277549915663260.409215073835894396.23693.76316162728327565465039491.7556493146269972318769587.210712.7893OrdinaryfalseMaterial Related Party Transactions with Hindustan Urvarak Rasayan Limited (HURL), for FY 2025-26. To consider, and if thought fit, to pass the following resolutions as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), other applicable laws, and amendments, modifications or related party transactions and on dealing with related party transactions’ of the Company, as may be applicable, consent of the members be and is hereby accorded to the Board of Directors (hereinafter referred to as “Board”, which term shall include any duly authorized Committee constituted / empowered by the Board, from time to time, to exercise its powers conferred by this resolution), for continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements / transactions or as a fresh and independent transaction(s) or otherwise, whether entered into individually or taken together with previous transactions with Hindustan Urvarak Rasayan Limited, a Joint Venture Company of Coal India Limited, during financial year 2025-26, notwithstanding the fact that all related party transactions during the year 2025-26, may exceed ₹1000 crore or such other threshold limits as may be specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable statute from time to time and subsequent material modifications, if any, with Hindustan Urvarak Rasayan Limited(HURL) relating to sale of any goods/ materials and/ or rendering of services and/ or purchase of any goods/ materials and/ or availing of services and/ or making capital contribution and/ or providing loan and/ or guarantee and/ or transfer of other resources/ services/ obligations.” “FURTHER RESOLVED THAT the Board be and is hereby authorized to delegate all or any of its powers to any Committee of Directors and/or Director(s) and/or official(s) of the Company or to any other person(s) so authorized by it and to do all such acts, deeds, matters and things, the Board may in its absolute discretion deem necessary, including but not limited to finalizing the terms and conditions, methods and modes, finalizing and executing necessary documents, including contracts, schemes, agreements and such other papers, documents as may be required, filing of any relevant documents and making representations, seeking all necessary approvals from relevant authorities, to give effect to aforesaid resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts, whatsoever that may arise without being required to seek further consent or approval of the members to the intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890113844434960.260195663665618180769384.030215.96981889216890113844434960.260195663665618180769384.030215.969838277549915644990.408715049215957896.19193.808138277549915644990.408715049215957896.19193.80816162728327503074478681.6318484887751518186727196.38493.6151OrdinaryfalseMaterial Related Party Transactions with Hindustan Urvarak Rasayan Limited, for FY 2026-27. To consider, and if thought fit, to pass the following resolutions as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), other applicable laws, and amendments, modifications or related party transactions and on dealing with related party transactions’ of the Company, as may be applicable, consent of the members be and is hereby accorded to the Board of Directors (hereinafter referred to as “Board”, which term shall include any duly authorized Committee constituted / empowered by the Board, from time to time, to exercise its powers conferred by this resolution), for continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements / transactions or as a fresh and independent transaction(s) or otherwise, whether entered into individually or taken together with previous transactions with Hindustan Urvarak Rasayan Limited, a Joint Venture Company of Coal India Limited, during financial year 2026-27, notwithstanding the fact that all related party transactions during the year 2026-27, may exceed ₹1000 crore or such other threshold limits as may be specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable statute from time to time and subsequent material modifications, if any, with Hindustan Urvarak Rasayan Limited(HURL) relating to sale of any goods/ materials and/ or rendering of services and/ or purchase of any goods/ materials and/ or availing of services and/ or making capital contribution and/ or providing loan and/ or guarantee and/ or transfer of other resources/ services/ obligations.” “FURTHER RESOLVED THAT the Board be and is hereby authorized to delegate all or any of its powers to any Committee of Directors and/or Director(s) and/or official(s) of the Company or to any other person(s) so authorized by it and to do all such acts, deeds, matters and things, the Board may in its absolute discretion deem necessary, including but not limited to finalizing the terms and conditions, methods and modes, finalizing and executing necessary documents, including contracts, schemes, agreements and such other papers, documents as may be required, filing of any relevant documents and making representations, seeking all necessary approvals from relevant authorities, to give effect to aforesaid resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts, whatsoever that may arise without being required to seek further consent or approval of the members to the intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890113844434960.260195663665618180769384.030215.96981889216890113844434960.260195663665618180769384.030215.969838277549915661700.409215077815838996.27193.728138277549915661700.409215077815838996.27193.72816162728327503074645781.6318484888037518186608296.38493.6151OrdinaryfalseMaterial Related Party Transactions with Talcher Fertilizers Limited(TFL), for FY 2025-26. To consider, and if thought fit, to pass the following resolutions as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), other applicable laws, and amendments, modifications or related party transactions and on dealing with related party transactions’ of the Company, as may be applicable, consent of the members be and is hereby accorded to the Board of Directors (hereinafter referred to as “Board”, which term shall include any duly authorized Committee constituted / empowered by the Board, from time to time, to exercise its powers conferred by this resolution), for continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements / transactions or as a fresh and independent transaction(s) or otherwise, whether entered into individually or taken together with previous transactions with Talcher Fertilizers Limited(TFL), a Joint Venture Company of Coal India Limited, during financial year 2025-26, notwithstanding the fact that all related party transactions during the year 2025- 26, may exceed ₹1000 crore or such other threshold limits as may be specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable statute from time to time and subsequent material modifications, if any, with Talcher Fertilizers Limited(TFL) relating to sale of any goods/ materials and/ or rendering of services and/ or purchase of any goods/ materials and/ or availing of services and/ or making capital contribution and/ or providing loan and/ or guarantee and/ or transfer of other resources/ services/ obligations.” “FURTHER RESOLVED THAT the Board be and is hereby authorized to delegate all or any of its powers to any Committee of Directors and/or Director(s) and/or official(s) of the Company or to any other person(s) so authorized by it and to do all such acts, deeds, matters and things, the Board may in its absolute discretion deem necessary, including but not limited to finalizing the terms and conditions, methods and modes, finalizing and executing necessary documents, including contracts, schemes, agreements and such other papers, documents as may be required, filing of any relevant documents and making representations, seeking all necessary approvals from relevant authorities, to give effect to aforesaid resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts, whatsoever that may arise without being required to seek further consent or approval of the members to the intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890113844434960.260195663665618180769384.030215.96981889216890113844434960.260195663665618180769384.030215.969838277549915661040.409115081035800196.29653.703538277549915661040.409115081035800196.29653.70356162728327503074639181.6318484888069718186569496.38493.6151OrdinaryfalseMaterial Related Party Transactions with Talcher Fertilizers Limited(TFL) for FY 2026-27. To consider, and if thought fit, to pass the following resolutions as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), other applicable laws, and amendments, modifications or related party transactions and on dealing with related party transactions’ of the Company, as may be applicable, consent of the members be and is hereby accorded to the Board of Directors (hereinafter referred to as “Board”, which term shall include any duly authorized Committee constituted / empowered by the Board, from time to time, to exercise its powers conferred by this resolution), for continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements / transactions or as a fresh and independent transaction(s) or otherwise, whether entered into individually or taken together with previous transactions with Talcher Fertilizers Limited(TFL), a Joint Venture Company of Coal India Limited, during financial year 2026-27, notwithstanding the fact that all related party transactions during the year 2026-27, may exceed ₹1000 crore or such other threshold limits as may be specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any other applicable statute from time to time and subsequent material modifications, if any, with Talcher Fertilizers Limited(TFL) relating to sale of any goods/ materials and/ or rendering of services and/ or purchase of any goods/ materials and/ or availing of services and/ or making capital contribution and/ or providing loan and/ or guarantee and/ or transfer of other resources/ services/ obligations.” “FURTHER RESOLVED THAT the Board be and is hereby authorized to delegate all or any of its powers to any Committee of Directors and/or Director(s) and/or official(s) of the Company or to any other person(s) so authorized by it and to do all such acts, deeds, matters and things, the Board may in its absolute discretion deem necessary, including but not limited to finalizing the terms and conditions, methods and modes, finalizing and executing necessary documents, including contracts, schemes, agreements and such other papers, documents as may be required, filing of any relevant documents and making representations, seeking all necessary approvals from relevant authorities, to give effect to aforesaid resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts, whatsoever that may arise without being required to seek further consent or approval of the members to the intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.” true38907359383890735938100389073593801000389073593838907359381003890735938010001889216890113844434960.260195656008618188426384.023415.97661889216890113844434960.260195656008618188426384.023415.976638277549915667320.409315042566247696.01233.987738277549915667320.409315042566247696.01233.98776162728327503074701981.6318484880028018194673996.38333.6167